On July 22, 2025, the California Court of Appeal, Second Appellate District, issued a published opinion in favor of Tucker Ellis client Proland Management Company, reversing a trial court decision that had improperly denied Proland’s application to initiate a statutory buyout of a disgruntled limited partner under Corporations Code section 15908.02. The appeal was successfully led by Tucker Ellis attorneys Marc R. Greenberg, Zi C. Lin, and Edward W. Racek.

The appellate court held that the statute’s language is mandatory—not discretionary—once its conditions are met. Because Proland had fulfilled all statutory prerequisites, the trial court was required to stay the judicial dissolution action and proceed with determining the fair market value of the partnership interests, as requested.

This decision marks a significant win in California partnership law, clarifying the enforceability of statutory buyouts and limiting the ability of disgruntled limited partners to force a dissolution of the company.